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MH ELITE Postfolio of Funds, Inc.
220 Russell Avenue
Rahway, New Jersey 07065
1-800-318-7969
NOTICE OF ANNUAL MEETING TO BE HELD JULY 23, 1999
To the shareholders of the MH Elite Portfolio of Funds, Inc.
Notice is hereby given that the Annual Meeting of the MH Elite Portfolio of
Fund, Inc. will be held at 220 Russell Avenue, Rahway, NJ 07065 on July 23, 1999
at 9:00 AM for the following purposes.
1) To elect five(5) directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
2) To ratify or reject the selection of John Michaels, CPA as independent
public accounts to audit and certify financial statements of the Fund
for the fiscal year ending December 31, 1999.
3) To reduce the minimum initial purchase amount to $10,000.00.
4) To allow MH Elite Portfolio of Funds, Inc. to invest in other funds whose
median market capitalization is less than two billion.
The Board of Directors has fixed the close of business on July 8, 1999 as the
record date for determination of the shareholders entitled to notice of, and to
vote at the meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY.
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED.
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PROXY STATEMENT
MH ELITE PORTFOLIO OF FUNDS INC.
220 Russell Avenue
Rahway, New Jersey 07065
1-800-318-7969
Enclosed herewith is Notice of an Annual Meeting of Shareholders of MH Elite
Portfolio of Funds, Inc. (the "Fund") and a proxy form solicited by the Board
of Directors of the Fund. This proxy material was first mailed to shareholders
on July 8, 1999.
The proxy may be revoked at any time before it is exercised either by mail no-
tice to the Fund or through resubmittal at a later date. In addition, any
shareholder may vote in person at the meeting as he/she chooses, overriding
any previously filed proxies.
You are requested to place your instructions on the enclosed proxy and then
sign, date and return it. The cost of soliciting proxies will be borne by your
Fund.
There is one class of capital stock of the Fund, all of which have equal voting
rights. On July 8, 1999, the date of record, there were 134,141.06 shares out-
standing, held by shareholders entitled to notice of and to vote at the meeting.
In all matters each share has one vote.
ELECTION OF DIRECTORS
There are five(5) nominees listed below who have consented to serve as direct-
ors, if elected, until the next Annual Meeting of Shareholders or until their
successors are elected and qualified.
Nominees for Election of Directors of the Valley Forge Fund
Name, Age & Directors Principal Occupation Number of % of
Fund Office Since Past Five Years Shares Owned Class
Harvey Merson*, 1998 Independent Financial
47 Adviser
President
Jeff Holcombe*, 1998 Telcordia Technologies, 20,000 15.0%
43 Inc.
Vice-President Director
Vince Farinaro, 1998 Converted Paper 5,388 4.0%
71 Products
President
Howard Samms, 1998 Johnson and Johnson
54 Healthcare Systems
Director
Jerome Stern, (New) Retired 7,353 5.5%
73
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* Directors of the Fund who are "interested persons" as defined" in the
Investment Company Act of 1940. Mr. Merson and Mr. Holcombe are an "interested
person" by virtue of their position in the Fund's Investment Adviser.
Shareholders have one vote for each share they own for each of five directors
of their choice. All proxies returned to the Fund, except those specifically
marked to withhold authority will be cast for the nominees listed above. A ma-
jority of the votes cast, when a quorum is present, will be required to elect
each director.
PRINCIPAL EXECUTIVE OFFICERS
Name Age Executive Office & Tenure
Harvey Merson 47 President since 1998 (inception)
Secretary
Jeff Holcombe 43 Vice-President 1998 (inception)
Treasury
Officers are elected by the Board of Directors for a term of one year.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
Your Board of Directors has selected, subject to shareholder approval,
John Michaels CPA to audit and certify financial statements of the Fund
for the year 1999. In connection with the audit function, John Michaels
will review the Fund's Annual Report to Shareholders and the Fund's filings
with the Securities and Exchange Commission.
John Michaels does not have any direct or material indirect financial
interest in the Fund. John Michaels will not be present at the meeting
unless requested by a shareholder (either in writing or by telephone) in
advance of the meeting. Such requests should be directed to the secretary of
the Fund.
REDUCTION OF THE INITIAL PURCHASE AMOUNT
In order to attract additional shareholders the Fund believes it would be
beneficial to reduce the initial purchase amount to $10,000,00 from $25,000.00.
MODIFICATION OF CRITERIA FOR FUND SELECTION
The criteria for defining a small cap fund has been expanded due to the recent
growth in valuations. At the Fund's inception, it was generally regarded that
small cap funds had a median market capitalization under one billion. Due to
these advances, the median market capitalization has increased to 1.3 billion.
By approving the increase of the median market capitalization to two billion,
the Fund's selection of underlying funds can be adjusted for future growth in
the market.
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SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in July 2000.
Shareholder proposals may be presented at that meeting provided they are receiv-
ed by the Fund not later then January 4, 2000 in accordance with Rule 14a-8 un-
der the Securities & Exchange Act of 1934 which sets forth certain requirements.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the meeting
other than those mentioned above. Should other business come before the meet-
ing, the proxies will be voted in accordance with the view of the Board of Di-
rectors.
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PROXY - SOLICITED BY THE BOARD OF DIRECTORS
MH ELITE PORTFOLIO OF FUNDS, INC.
ANNUAL MEETING OF SHAREHOLDERS
July 23, 1999
The annual meeting of the MH Elite Portfolio of Funds, Inc. will be held
July 23, 1999 at 220 Russell Avenue, Rahway, New Jersey at 9:00 A.M. The
undersigned hereby appoints Mr. Harvey Merson and/or Mr. Jeff Holcombe as
proxies to represent and to vote all shares of the undersigned at the annual
meeting of shareholders and all adjournments thereof, with all powers the
undersigned would possess if personally present, upon the matters specified
below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO DIRECTION IS
INDICATED AS TO A PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROX-
IES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BE-
FORE THE MEETING.
The Board of Directors recommends that you vote FOR on all items.
1. Election of Directors
___
l___l FOR all nominees except as marked to the contrary below.
___
l___l WITHHOLD AUTHORITY to vote for all nominees.
Instructions: To withhold authority to vote for nominees, strike
a line through his/their name(s) in the following list.
V. Farinaro, J. Holcombe, H. Merson, H. Samms, J. Stern
2. Proposal to ratify the selection of John Michaels CPA by the Board of
Directors as independent public accountants to audit and certify financial
statements of the Fund for the fiscal year ending December 31, 1999.
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
3. To reduce the minimum initial purchase amount to $10,000.00.
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
4. To allow MH Elite Portfolio of Funds, Inc. to invest in other funds whose
median market capitalization is less than two billion.
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
Please mark, date, sign & return the proxy promptly in the enclosed envelope.
For joint registrations, both parties should sign.
________________________________ ________________________________
Shareholder's Signature and Date Shareholder's Signature and Date
